Swarmer, Inc filed a Form 8-K on November 3, 2026, disclosing the results of a November 2, 2026 special meeting of stockholders at which shareholders voted to approve the issuance of up to 5,487,067 shares of Common Stock in connection with the company's acquisition of Ratel Robotics.

Key Highlights

  • Quorum reached: Holders of 10,683,845 shares voted, representing 64.32% of all shares entitled to vote as of the September 11, 2026 record date.
  • Shares outstanding: As of the record date, 16,610,264 shares of Common Stock were issued and outstanding and entitled to vote.
  • Proposal 1 passed: 10,598,979 shares voted for, 54,884 against, and 29,982 abstained, approving issuance of up to 5,487,067 shares tied to the Ratel Robotics acquisition.
  • Share breakdown: The 5,487,067 shares consist of 1,064,942 shares issued at closing and up to 4,422,125 shares issuable upon achievement of certain earnout targets.
  • Proposal 2 passed: 10,557,724 shares voted for adjournment authority if needed, with 97,705 against and 28,416 abstaining.
  • Acquisition target: The acquisition involves LIMITED LIABILITY COMPANY "JK LAND VEHICLES," a Ukrainian entity referred to as Ratel Robotics, under a Participatory Interests Purchase Agreement dated September 9, 2026.

Swarmer Special Meeting Approves Stock Issuance for Ratel Robotics Acquisition

According to the filing, Swarmer, Inc (NASDAQ:SWMR) held a special meeting of stockholders on November 2, 2026, to consider two proposals related to the company's acquisition of LIMITED LIABILITY COMPANY "JK LAND VEHICLES," a Ukrainian limited liability company operating under the name Ratel Robotics. The company disclosed that the proxy statement detailing each proposal was filed with the SEC on October 6, 2026, and that the record date for the special meeting was September 11, 2026.

The first proposal asked stockholders to approve the issuance of up to 5,487,067 shares of Common Stock in connection with the acquisition, structured pursuant to a Participatory Interests Purchase Agreement dated September 9, 2026. The filing states that 1,064,942 of those shares were issued at the closing of the acquisition, while up to 4,422,125 additional shares are issuable contingent upon Ratel Robotics' achievement of certain earnout targets. Proposal 1 received 10,598,979 votes in favor, 54,884 against, and 29,982 abstentions, with no broker non-votes reported.

The second proposal sought authority to adjourn the special meeting if sufficient votes were not present to approve the share issuance. That proposal received 10,557,724 votes in favor, 97,705 against, and 28,416 abstentions. The filing states that "each of the proposals received the necessary votes in favor to be adopted by the Company's stockholders at the Special Meeting." The report was signed by Alexander Fink, Chief Executive Officer (U.S.) and President, on November 3, 2026.

What Was Disclosed

Swarmer, Inc disclosed the final voting results from its November 2, 2026 special meeting, confirming stockholder approval of up to 5,487,067 shares of Common Stock to be issued in connection with its acquisition of Ratel Robotics, a Ukrainian entity, under a September 9, 2026 purchase agreement.